Sec Form 4 Filing - Sterling Fund Management LLC @ Keypath Education International, Inc. - 2024-09-10

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Sterling Fund Management LLC 2. Issuer Name and Ticker or Trading Symbol Keypath Education International, Inc. [ NONE] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O STERLING PARTNERS, 167 N. GREEN STREET, 4TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 09/10/2024 (Street) CHICAGO, IL60607 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 09/10/2024 D 141,687,978 D 0 I See below ( 2 ) ( 3 )

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Sterling Fund Management LLC C/O STERLING PARTNERS 167 N. GREEN STREET, 4TH FLOOR CHICAGO, IL60607 X Signatures /s/ M. Avi Epstein, attorney-in-fact for Sterling Fund Management LLC 09/12/2024 Signature of Reporting Person Date

Explanation of Responses:

( 1 )In connection with the acquisition of the Issuer by Karpos Intermediate, LLC, an affiliate of Sterling Partners, pursuant to the Agreement and Plan of Merger, dated as of May 23, 2024, by and among the Issuer, Karpos Intermediate, LLC and Karpos Merger Sub, Inc., and pursuant to the Contribution and Exchange Agreement between AVI Mezz Co., L.P. and Sterling Karpos Holdings, LLC, dated May 23, 2024, the reported securities were exchanged for Sterling Karpos Holdings, LLC Equity Units. ( 2 )The reported securities were directly held by AVI Mezz Co., L.P. The general partner of AVI Mezz Co., L.P. is Sterling Capital Partners IV, L.P. ("SCP IV"). The general partner of SCP IV is SC Partners IV, LP ("SC Partners LP"). The general partner of SC Partners LP is Sterling Capital Partners IV, LLC ("SC Partners IV"). SCP IV is party to a management agreement with Sterling Fund Management, LLC. Each of these persons disclaim beneficial ownership of the securities reported herein, except to the extent of such person's pecuniary interest therein. ( 3 )This filing shall not be deemed an admission that any of these persons is subject to Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership by such person of any securities reported herein for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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